Monster Worldwide, Inc. Common Stock Offering: An In-Depth Prospectus Analysis

This document is an Amendment No. 1 to Form S-3 Registration Statement filed with the Securities and Exchange Commission for Monster Worldwide, Inc., a Delaware corporation. This prospectus provides crucial information for potential investors regarding the offering of 6,000,000 shares of common stock by Monster Worldwide. As a leading expert in automotive career tools and content, and in line with our website’s focus on career development, we present an analysis of this financial prospectus, highlighting key aspects relevant to understanding Monster Worldwide’s business and investment potential, effectively acting as a career converter for both job seekers and investors interested in the tools and content landscape.

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		Page
Prospectus Summary		3
Risk Factors		6
Special Note Regarding Forward-Looking Statements		14
Use of Proceeds		14
Dividend Policy		14
Price Range of our Common Stock		15
Capitalization		16
Selected Consolidated Financial Information		17
Industry Overview		18
Business		20
Underwriters		27
Legal Matters		29
Independent Certified Public Accountants		29
Where You Can Find More Information		29
Incorporation by Reference		30

Prospectus Summary

This summary offers a condensed overview of the key information found within this prospectus. Potential investors should read this section in conjunction with the entirety of the document, paying particular attention to the “Risk Factors” section.

About Monster Worldwide, Inc.

Established in 1967, Monster Worldwide, Inc. is the parent company of Monster, a premier global online career platform. The company also owns TMP Worldwide, recognized as the world’s largest Yellow Pages advertising agency and a leading recruitment advertising agency. Monster’s client base is extensive, including approximately 90 of the Fortune 100 and around 490 of the Fortune 500 companies, on a non-exclusive basis. Headquartered in New York, Monster Worldwide employs approximately 4,300 individuals across 19 countries.

Monster: A Leading Career Platform

Monster (www.monster.com) serves as the flagship brand and a dominant global online career destination. Originating in 1994 as the Monster Board, it was among the earliest commercial websites. Monster is credited with revolutionizing the connection between employers and job seekers. Its services are designed to streamline the hiring process for employers, enabling them to efficiently manage online job postings and access extensive resume databases. Monster aims to be a comprehensive solution for clients’ online recruitment and career management needs, offering more efficient and effective services than traditional human resource methods. The Monster global network encompasses 20 localized sites with content and language variations across North America, Europe, and the Asia Pacific region. As of October 2003, the Monster network’s resume database, including MonsterTRAK, contained over 31 million resumes, acting as a powerful career converter by connecting talent with opportunities.

TMP Worldwide Advertising & Communications

TMP Worldwide Advertising & Communications specializes in creating recruitment advertising campaigns for global, national, and local clients, including those in high-growth sectors and government. Expanding since 1993 through organic growth and acquisitions, this division assists clients in establishing themselves as desirable employers to attract and retain top talent. Services extend beyond traditional print advertising to include online recruitment, employer branding, image campaigns, direct marketing, retention programs, job fairs, employee referrals, and campus recruitment.

TMP Worldwide Directional Marketing

TMP Worldwide Directional Marketing is the world’s largest Yellow Pages advertising agency based on gross billings. It supports over 2,000 clients in building and maintaining their brand image using over 7,000 Yellow Pages directories. This division focuses on national accounts, leveraging over 35 years of experience in understanding consumer use of Yellow Pages to connect clients with consumers through various marketing media, including MonstermovingSM (www.monstermoving.com).

Growth Strategy

Monster Worldwide anticipates future growth by reinforcing its leadership in online recruitment and career management and transitioning traditional business models to the Internet. Key strategies include:

Global brand promotion for Monster through online and traditional advertising, targeted marketing, and strategic partnerships.
Growth through new initiatives like Monster Hourly and Skilled, Monster Government Solutions, and brand extensions such as Monstermoving.com.
International expansion of the Monster brand by achieving top market positions in key regions, through organic growth and strategic acquisitions.
Integration of sales approaches across Interactive solutions, traditional recruitment, and Yellow Pages advertising services.
Enhancement of Monster’s features to maintain its status as a comprehensive career management resource for job seekers and HR professionals.

Monster Worldwide’s executive offices are located at 622 Third Avenue, New York, New York 10017, with the website at www.monsterworldwide.com. Note that website content is not part of this prospectus.

Recent Developments

Hudson Highland Spin-Off: On March 31, 2003, Monster Worldwide completed the spin-off of Hudson Highland Group, Inc. (HH Group), which previously encompassed its eResourcing and Executive Search divisions. This spin-off was executed as a pro-rata tax-free dividend of HH Group common stock to Monster Worldwide stockholders.
Termination of Ninemsn Joint Venture: In August 2003, the joint venture with Ninemsn in Australia and New Zealand was terminated, leading to the shutdown of Monster websites in those regions (Monster.au and Monster.nz) and traffic redirection to Monster.com.
Expiration of AOL and MSN Agreements and Marketing Strategy Shift: Content and marketing agreements with America Online, Inc. and MSN are set to expire in December 2003. These agreements provided approximately 20% of unduplicated unique visitors to Monster sites. A significant portion of the marketing budget previously allocated to these agreements will be redirected to targeted, national, and local marketing initiatives to enhance audience relevance and franchise expansion.

Image alt text: Monster Worldwide corporate brand architecture showcasing Monster.com, TMP Worldwide Advertising & Communications, and TMP Worldwide Directional Marketing, key career content and tools.

Offering Details

Common stock offered by Monster Worldwide, Inc.		6,000,000
Common stock to be outstanding after this offering		118,765,676
Use of proceeds		General corporate purposes, including working capital. A portion of the proceeds may also be used to acquire or invest in complementary businesses. See “Use of Proceeds.”
Nasdaq National Market Symbol		MNST

The share count excludes shares reserved for stock options and future issuance under stock plans. Refer to “Capitalization” for further details.

Risk Factors

Investing in Monster Worldwide common stock involves inherent risks. Potential investors should carefully consider the following risk factors in conjunction with all information provided in this prospectus before making a purchase decision.

Brand Value and Maintenance Costs

Monster Worldwide’s success is heavily reliant on the value of its brands, particularly Monster. Protecting and enhancing brand awareness is crucial but increasingly costly. Failure to adequately protect brand names, especially Monster, could significantly harm the business. Brand recognition is paramount in the competitive internet landscape with low barriers to entry. Despite substantial investments in brand building, maintaining or enhancing brand awareness cost-effectively is not guaranteed. Failure in these efforts could negatively impact business operations, financial results, and overall financial condition.

Imitation of products and intellectual property infringement pose additional risks. Protecting intellectual property rights, vital to Monster Worldwide’s operations, may prove challenging. International intellectual property laws may offer less protection than those in the United States. Product imitation or intellectual property infringement could devalue brands and reduce revenues.

Global Economic Fluctuations

Global economic conditions significantly impact the demand for Monster Worldwide’s services. Economic downturns typically lead to reduced hiring, directly affecting the company’s business. A prolonged or future economic downturn, particularly in key operational regions, could substantially harm financial condition and operating results. Increased pricing pressures may also arise during economic slowdowns. There is no assurance that operating results will remain unaffected during such periods.

Quarterly Operating Results Volatility

Monster Worldwide’s operating results are subject to quarterly fluctuations due to various factors, including:

New market entries
Service enhancements
Employer hiring cycles
Timing and mix of subscription, license, and service payments
General economic conditions, such as recessions
Magnitude and timing of marketing initiatives
Strategic relationship maintenance and development
Key personnel attraction and retention
Management of anticipated growth and expansion
Customer and job seeker attraction and retention
Technical difficulties or system downtime
Timing of acquisitions
Yellow Pages directory closing schedules

These factors can lead to significant variations in quarterly performance.

Technological and Internet-Related Risks

The Internet market is characterized by rapid technological advancements, frequent product introductions, and evolving standards. Continuous improvement in internet content, features, and reliability is essential to remain competitive. Responding swiftly and cost-effectively to these changes is not guaranteed. New internet technologies or standards may necessitate substantial expenditures to modify or adapt websites and services, potentially harming business and financial results.

Online recruiting is a relatively new and evolving market requiring acceptance from companies and job seekers. Many potential customers have limited experience with online recruiting tools, and only specific segments of job seekers utilize online job search methods. Continued adoption of internet-based recruiting is not assured, and traditional recruiting methods may remain dominant. Failure to compete effectively with traditional methods or anticipate market changes could significantly harm Monster Worldwide’s business.

New internet services may contain design flaws or defects leading to costly modifications or loss of client confidence. Internet disruptions or slowdowns could severely impact operations. System capacity constraints or failures may result in slower response times or system failures, negatively affecting business and financial condition.

Critical trends influencing Monster Worldwide’s success include:

Rapid technological changes in online recruiting
Evolving industry standards
Internet developments and changes
Evolving government regulations
Competing products and services with enhanced functionality
Changes in employer and job seeker requirements

Information Systems Dependency

Monster Worldwide heavily relies on its information systems for storing, processing, and managing vast amounts of data, including client and candidate databases. Continuous development and enhancement of these systems are crucial for strategic objectives and competitiveness. This may require investments in equipment, software, and proprietary software development. Inability to maintain or upgrade information systems cost-effectively, or any disruptions to information processing capabilities, could harm business operations and financial condition.

Highly Competitive Markets

The markets for Monster Worldwide’s services are intensely competitive, characterized by pressures to:

Reduce prices
Incorporate new capabilities and technologies
Accelerate job completion schedules

Competition arises from various sources, including:

Internet portals and job websites
Traditional media companies (newspapers)
Specialized marketing communication firms
National and regional advertising agencies

Many competitors have longer operating histories and greater resources. Competition may lead to reduced margins, market share loss, and decreased usage of Monster by job seekers and clients. Failure to compete effectively could significantly harm business and financial results.

Lack of proprietary technology allows competitors to enter online advertising, recruitment advertising, and Yellow Pages markets easily. Competitors may develop superior services or products, negatively impacting Monster Worldwide’s business.

Intellectual Property Infringement Risks

Monster Worldwide faces potential intellectual property infringement claims. Successful claims could result in substantial financial liabilities and business disruptions. There is no guarantee that products, content, and brand names do not or will not infringe on third-party intellectual property rights. Infringement claims are expected to increase with market growth. Legal proceedings related to intellectual property could arise, and adverse findings could lead to license fees, royalty payments, damages, and restrictions on technology or software usage. Significant litigation could substantially harm business operations and financial condition, regardless of the merit of claims.

Protection of Proprietary Rights

Protecting proprietary rights and maintaining rights to use key third-party technologies is critical. Copyright and trade dress laws may not adequately protect internet content and site appearance. Copyright laws may not prevent independent development of similar content, limiting competitive advantage. Patents obtained may be challenged or circumvented, and patent rights may not guarantee competitive advantages. Policing unauthorized use of technology is challenging, especially globally, where international laws may offer limited protection.

Reliance on licensed technology from third parties is essential, and future licensing may be necessary. Availability of these licenses on acceptable terms is not guaranteed. Inability to maintain or obtain necessary technology licenses could significantly harm business and financial results.

Computer Virus Risks

Computer viruses pose a threat to Monster Worldwide’s systems, potentially causing delays, service interruptions, and reputational damage. Virus transmission could lead to losses, litigation, and liabilities. System performance is critical to success, and system failures could dissatisfy customers and job seekers, leading to reduced traffic, contract terminations, and revenue losses. Publicized virus incidents could severely damage reputation and decrease visitor traffic.

Acquisition-Dependent Growth

Future growth may depend on acquiring new businesses. Successful acquisitions require:

Identifying and acquiring businesses cost-effectively
Integrating acquired personnel, operations, and technologies
Retaining key personnel and clients from acquired firms

Identifying suitable acquisition candidates and securing financing on acceptable terms is not guaranteed. Successful integration and management of acquisitions are also uncertain. Inability to manage acquisitions effectively could harm business and financial results. Stock used for acquisitions may not maintain a value that allows for non-dilutive acquisitions, and potential acquisition targets may find stock-based offers unattractive. Sustaining past growth rates, through acquisitions or otherwise, is not assured.

Growth Management Challenges

Rapid historical growth has strained management and operations. Future rapid growth could further increase management responsibilities and operational strain. Success depends heavily on the ability of executive officers and senior management to operate effectively. Failure to manage future growth could harm business and financial results.

HH Group Obligations

Following the spin-off of HH Group, indemnification agreements are in place. Failure of HH Group to meet its indemnification obligations could harm Monster Worldwide’s financial condition. Additionally, HH Group provides certain transitional services, and failure to deliver these services could disrupt business operations until replacements are secured.

Risks of Foreign Operations

International operations in 19 countries expose Monster Worldwide to risks, including:

Difficulties in staffing and managing foreign operations
Competition from local recruiting services
Operational issues like payment cycles and receivable collection
Seasonal business reductions
Language and cultural differences
Legal uncertainties in transnational operations (export/import, tariffs)
Taxation issues
Policy and regulatory changes
Intellectual property protection uncertainties
Political and economic trends
Exchange rate fluctuations

Discontinuing international operations could incur significant costs.

Importance of Traditional Media

Traditional media, including newspapers and Yellow Pages directories, remain significant revenue sources. Revenue from traditional media operations may decline in the future. Newer media, like the internet, may reduce the desirability of Yellow Pages and traditional media. Failure to offset declines in traditional media revenue with internet advertising revenue could harm business and financial results.

Key Personnel Dependency

Continued success depends significantly on senior management, particularly Andrew J. McKelvey, Chairman and CEO. Loss of key personnel could harm business operations and financial condition. Key employees joining competitors could also result in client loss and harm.

Principal Stockholder Influence

Andrew J. McKelvey holds significant voting power, approximately 36%, giving him substantial influence over company decisions, including mergers, acquisitions, and dividend policies.

Anti-Takeover Provisions

Anti-takeover provisions in the certificate of incorporation, bylaws, and Delaware law could discourage acquisition proposals, delay or prevent control changes, and limit stock prices. These provisions include the ability to issue preferred stock and requirements for advance notice of stockholder proposals.

Stock Price Volatility

The market price of Monster Worldwide’s common stock has experienced volatility. Factors like quarterly financial results, advertising revenue fluctuations, and overall stock market volatility can cause significant price swings. Securities analysts’ expectations also influence stock price. Failure to meet analyst expectations may lead to lowered ratings and decreased stock prices.

Government Regulation Risks

As an advertising agency, Monster Worldwide is subject to the Federal Trade Commission Act, regulating advertising across all media, including the internet. This act prohibits false, deceptive, and unfair advertising and grants the FTC enforcement powers. Liability may arise if advertising created is found to be deceptive. New or existing government regulations could impose significant liabilities, dampen internet usage growth, prevent service offerings, or harm business operations.

Current internet laws and regulations are limited, and the application of existing laws to websites like Monster is unclear, particularly regarding user privacy, defamation, and content regulation. New legislation could expose Monster Worldwide to substantial liabilities and compliance expenses.

Privacy policy compliance is crucial, and failure to comply could result in proceedings. Proposed privacy legislation could harm business by decreasing user registrations and revenues.

International regulation of the internet is possible, and unintentional violations of foreign laws could occur. Developments in government regulation could significantly harm business and financial results.

Legal Proceedings

Monster Worldwide may face litigation, which could harm financial results due to defense expenses and potential adverse decisions.

Image alt text: Exterior view of Monster Worldwide headquarters building in New York City, emphasizing their physical presence and established business operations.

Image alt text: Modern office interior at Monster Worldwide, showcasing collaborative workspace and a dynamic environment for career-focused teams.

Image alt text: Business team meeting in progress at Monster Worldwide, representing strategic planning and team collaboration in their career and content services.

Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include projections of earnings, revenues, plans, objectives, new products, services, and assumptions. Forward-looking statements can be identified by terms like “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates,” and similar expressions.

These statements are not guarantees of future performance, and actual results may differ materially due to various factors, particularly those listed under “Risk Factors.” Forward-looking statements do not account for potential future acquisitions or dispositions. These statements are made as of the prospectus date, and Monster Worldwide assumes no obligation to update them.

Use of Proceeds

The estimated net proceeds from the sale of 6,000,000 shares of common stock, assuming a public offering price of $25.01 per share, are approximately $142.3 million, or $163.8 million if the underwriters’ over-allotment option is fully exercised.

These proceeds will be used primarily for general corporate purposes, including working capital. A portion may also be allocated to acquisitions or investments in complementary businesses. While no definitive agreements exist, Monster Worldwide is frequently presented with and is exploring potential acquisition opportunities. Pending specific uses, net proceeds will be invested in short-term, interest-bearing, investment-grade obligations.

Dividend Policy

Monster Worldwide has never declared or paid cash dividends on its stock and anticipates retaining future earnings for growth strategies. Therefore, cash dividends are not expected in the foreseeable future. Future dividend payments are at the discretion of the Board of Directors and will depend on earnings, operations, capital requirements, financial condition, contractual restrictions, and general business conditions. Current financing agreements also restrict dividend payments. On March 31, 2003, a dividend was paid in the form of HH Group stock to stockholders.

Price Range of Our Common Stock

Monster Worldwide’s common stock is traded on the Nasdaq National Market under the symbol “MNST.” The initial public offering was on December 12, 1996, at $7.00 per share. The table below shows the high and low reported closing sale prices per share as reported by Nasdaq.

	High
Year Ending December 31, 2003
First Quarter	$	13.02
Second Quarter		22.25
Third Quarter		29.19
Fourth Quarter (through November 11, 2003)		28.50

	High
Year Ended December 31, 2002
First Quarter	$	47.21
Second Quarter		35.18
Third Quarter		21.94
Fourth Quarter		17.68

	High
Year Ended December 31, 2001
First Quarter	$	66.38
Second Quarter		63.75
Third Quarter		58.94
Fourth Quarter		48.13

As of November 11, 2003, there were approximately 1,774 stockholders of record. The last reported sale price on November 11, 2003, was $25.01 per share.

Capitalization

The table below outlines Monster Worldwide’s capitalization as of September 30, 2003, both on an actual historical basis and adjusted to reflect the sale of 6,000,000 shares of common stock at $25.01 per share. This data should be reviewed in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements.

		As of September 30, 2003
		Actual
		(in thousands)
Cash and cash equivalents		$	118,115

Current portion of long-term debt		$	4,088

Long-term debt, less current portion		$	2,217
Stockholders’ equity:
	Preferred stock, $.001 par value:
		Authorized—800,000 shares; issued and outstanding—none actual and as adjusted
	Common stock, $.001 par value:
		Authorized—1,500,000,000 shares; actual issued 108,835,000; actual outstanding 107,908,000 and issued as adjusted 114,835,000; outstanding as adjusted 113,908,000
	Class B common stock, $.001 par value:
		Authorized—39,000,000 shares; issued and outstanding—Actual 4,762,000 and as adjusted 4,762,000
Additional paid-in capital			971,352
Accumulated other comprehensive income			39,237
Retained deficit			(571,976
Treasury stock, at cost; 927,000 shares			(9,842

		Total stockholders’ equity

			Total capitalization

Selected Consolidated Financial Information

The following financial data is retroactively restated to reflect HH Group and the Ninemsn joint venture as discontinued operations. Data for 1998-2000 is derived from unaudited financials, while 2001-2002 data is from audited statements incorporated by reference. Information for the nine months ended September 30, 2002 and 2003, is from unaudited statements prepared on a basis consistent with audited financials. Results for the nine months ended September 30, 2003, may not be indicative of future performance. This data should be read alongside the consolidated financial statements and related notes.

	Year Ended December 31,		Year Ended December 31,		Nine Months Ended September 30,
	1998		1999		2000
	(unaudited)
STATEMENT OF OPERATIONS:
(dollars in thousands)
Revenue	$	383,633		$	470,767

Salaries & related, office & general and marketing & promotion		314,095			389,879
Merger and integration costs and restructuring costs		2,600			16,181
Business reorganization & other special charges		—			—
Amortization of intangibles		10,742			11,423

Total operating expenses		327,437			417,483

Income (loss) from operations	$	56,196		$	53,284

Income (loss) from continuing operations before accounting change	$	31,496		$	47,909

Net income (loss)	$	46,218		$	8,158

Diluted income (loss) per share from continuing operations before accounting change	$	0.34		$	0.49

	As of December 31,		As of December 31,
	As of September 30, 2003
	1998		1999		2000
	(unaudited)
BALANCE SHEET DATA:
(dollars in thousands)
Current assets	$	595,606		$	704,550
Total assets		1,002,685			1,183,657
Current liabilities		505,906			665,795
Long-term liabilities		188,562			146,733
Total stockholders’ equity		308,217			371,129

	Year Ended December 31,		Year Ended December 31,		Nine Months Ended September 30,
	1998		1999		2000
	(unaudited)
OTHER FINANCIAL DATA:
(dollars in thousands)
Income (loss) from continuing operations before income taxes, minority interests and accounting change	$	45,725		$	44,574
Interest (income) expense, net		9,375			8,317
Minority interests and equity in losses of unconsolidated affiliates		(396	)		(297
Depreciation and amortization		20,838			31,055
Merger and integration costs and restructuring costs		2,600			16,181
Business reorganization & other special charges		—			—

Industry Overview

Online Recruitment and Career Management Market

The internet is a vital and expanding global platform for communication, content, and commerce. Internet usage growth is propelled by factors like the increasing availability of useful online services and products, a large base of personal computers in homes and workplaces, advancements in computer and modem performance, network infrastructure improvements, easier and more affordable internet access, and growing internet awareness among businesses and consumers.

The enhanced functionality, accessibility, and overall usage of the internet and online services have made them a commercially attractive medium. Numerous companies have developed corporate websites to showcase product offerings and advertise job opportunities. Internet content providers can deliver timely, personalized content in ways not feasible with traditional media. Internet content offers continuous updates, real-time distribution to a broad audience, and anytime user access. Industry data indicates that online service adoption is penetrating markets faster than traditional media like print, radio, and television.

For job seekers, online recruitment provides rapid resume building, updating, and distribution, efficient job searching, and employer information gathering. It streamlines job searches by allowing job seekers to specify needs and receive automatic notifications when suitable jobs become available. Online recruitment is attractive to employers due to its global reach and cost-effectiveness compared to print media.

Forrester Research projects significant growth in the U.S. online recruitment market, estimating it will reach $1.9 billion by 2008, driven by the hourly and skilled labor market and increased consumer reliance on the internet for job information.

Recruitment Advertising Market

Recruitment advertising traditionally involves creating and placing job ads in newspaper classified sections. This market has historically been cyclical in the U.S. Print recruitment advertising revenues saw significant declines in 2001 and 2002, according to Forrester Research, highlighting a shift towards online platforms. However, recruitment advertising agencies provide complex services ranging from ad design and placement to comprehensive employer branding campaigns. Qualified employee shortages in certain sectors have increased the need for national and global recruitment campaigns. The Conference Board’s Help Wanted Advertising Index, a key job market indicator, showed a decrease in 2002. Recruitment advertising agencies typically earn commissions, historically around 15% in the U.S. and UK, on newspaper ad placements, and fees for additional recruitment services.

Yellow Pages Advertising Market

Yellow Pages directories, a long-standing advertising medium in the U.S., have traditionally been published by telephone utilities. Deregulation in the early 1980s led to increased publication by independent companies. Yellow Pages directories remain highly effective, with 75% of adults using them monthly and approximately 53% weekly. Consistent annual growth demonstrates their continued relevance. The Yellow Pages Integrated Media Association reported industry revenue gains in 2002 and forecasts further growth in 2003, projecting revenues to $14.5 billion. Yellow Pages advertising targets over 3.6 million local and national brands in the U.S. Approximately 6,000 directories are published annually by over 200 publishers. Monster Worldwide’s Directional Marketing business facilitates advertising in multiple directories.

National accounts often use advertising agencies to manage Yellow Pages programs for brand consistency and effective ad placement. Agencies earn commissions from publishers. This market has experienced consistent growth since 1991.

Business Operations

Founded in 1967, Monster Worldwide, Inc. is the parent company of Monster, the leading global online careers property. It also owns TMP Worldwide, the world’s largest Yellow Pages advertising agency and a major recruitment advertising agency. Headquartered in New York with about 4,300 employees across 19 countries, Monster Worldwide serves a vast client base, including approximately 90 of the Fortune 100 and approximately 490 of the Fortune 500 companies.

Strategy

Monster Worldwide’s growth strategy centers on strengthening its leadership in online recruitment and career management and transitioning traditional business models to the internet. Key strategic initiatives include:

Global Brand Promotion: Enhancing the Monster brand through online and traditional advertising, targeted marketing programs, and strategic alliances.
New Growth Initiatives: Expanding through new services like Monster Hourly and Skilled and Monster Government Solutions, and leveraging brand extensions such as Monstermoving.com.
International Brand Development: Achieving and maintaining top market positions in key international markets through organic growth and strategic acquisitions.
Integrated Sales Approaches: Developing integrated sales strategies across Interactive solutions, traditional recruitment, and Yellow Pages advertising services.
Feature Enhancement: Continuously improving Monster’s features to remain the most comprehensive career management resource for job seekers and HR professionals.

Services

Monster Worldwide operates through three main product lines: Monster, Advertising & Communications, and Directional Marketing. In 2002, these segments contributed 59%, 24%, and 17% of total revenue, respectively. For the nine months ended September 30, 2003, the revenue contributions were 62%, 20%, and 18%, respectively.

Monster Platform

Monster (www.monster.com) is the flagship brand and a leading global online career platform. Launched in 1994 as the Monster Board, it has become a transformative force in connecting employers and job seekers. Monster’s services streamline online hiring processes for employers through job postings and resume database access. It aims to be a one-stop solution for online recruiting and career management, offering more efficient services than traditional HR methods. By October 2003, Monster was the 30th most visited internet property, serving over 16.7 million monthly job seekers across various industries and skill levels. The Monster network’s resume database, including MonsterTRAK, contained over 31 million resumes as of October 2003. The global network includes 20 localized sites in North America, Europe, and Asia Pacific.

Monster has expanded its career management tools for job seekers, HR professionals, and college career centers. In January 2003, Monster launched the Monster Hourly and Skilled initiative, targeting non-exempt or hourly employees. This segment addresses a significant portion of the U.S. workforce. Monster Hourly and Skilled provides a platform for job seekers to find local hourly jobs in major U.S. metro areas. It also helps employers efficiently hire qualified non-exempt workers.

Monster Government Solutions is another initiative, focused on providing customized recruitment portals and tools for government agencies, such as the U.S. Office of Personnel Management (OPM). The OPM website (www.usajobs.opm.gov), powered by Monster, allows job seekers to find and apply for federal jobs. Monster Government Solutions also offers tools like QuickHire, used by over 40 federal agencies to automate resume review and ranking.

Monster aims to provide a rewarding job seeker experience through features like “My Monster,” a personalized career management page where users can store resumes, cover letters, and job applications, and track resume views. “My Monster” is central to the job seeker experience, with over 40 million accounts by October 2003. The “Job Search Agent” helps users find relevant job opportunities by scanning the Monster database based on user profiles and delivering leads via email. Job seekers can post resumes for free in a confidential database searchable by employers who pay for the service. Employers can search Monster’s database of job opportunities by location, job category, industry, and keywords. Core product offerings also include:

Customized Resume Access: Provides flexible options for employers to search Monster’s resume database, including geographic searches and variable access periods.
Monster Office HQ: A centralized resource for employers to manage the hiring process, from sourcing to reporting, with web-based tools and services.
Monster Web Dragon: Offers personalized candidate searches by Monster staff based on employer-provided criteria, delivering hand-selected candidates within 24 hours. Optional services include Web Dragon Contact and Web Dragon Screen for further candidate screening.

Innovative solutions within the Monster Network include:

My Monster Premium: Offers job seekers and employers five products: Career Fit Indicator, Resume Enhancement, Job File, Job Search Tutorial, and Harvard ManageMentor® “Managing Your Career.” Additional products include Resume Writing Service, Interview Coaching, Personal Salary Report, and customized resume distribution services.
Flipdog: (www.flipdog.com) Provides an additional channel for job seekers to search job postings, offering a large source of employer-posted jobs online.
MonsterTRAK: (www.monstertrak.com) A career resource for college students and alumni, partnering with over 1,450 college career centers and alumni associations to provide entry-level job opportunities.
Fastweb: (www.fastweb.com) Matches students with colleges and scholarships, offering a database of over 800,000 scholarships totaling over $1 billion.

By October 2003, Monster properties had over 40 million job seeker members, over 290,000 member companies, and over one million unique job postings. In October 2003, comScore Media Metrix reported Monster properties as the number one career destination with over 15.3 million unique visitors and the 30th most visited internet property overall. Monster’s resume database grows by over 48,000 resumes daily. To enhance user engagement, Monster continuously refines the site with value-added features.

Content and marketing agreements with AOL and MSN were set to expire in December 2003. These agreements provided approximately 20% of unduplicated unique visitors to Monster sites. Monster planned to redirect marketing spending from these agreements to targeted marketing initiatives to better meet customer needs and expand its franchise.

Advertising and Communications Services

TMP Worldwide Advertising & Communications specializes in designing recruitment advertising campaigns for global, national, and local clients, including those in high-growth industries and government. It focuses on helping clients become employers of choice. Services include online and traditional recruitment advertising, employer branding, image campaigns, direct marketing, retention programs, job fairs, employee referrals, and campus recruiting. Key service areas include:

Recruitment Advertising: Strategic planning, consultative solutions, employer branding, and execution across print, interactive, broadcast, and collateral materials.
Response Management: Project management solutions powered by Monster technology to improve hiring process efficiency, including project definition, response administration, screening, and candidate assessment.
Employer Branding: Defining, developing, protecting, and measuring employer brands through communication initiatives, recruitment platforms, and performance monitoring.
Employee Communications: Developing communication strategies and programs to align employees with corporate vision, ensuring consistent and accurate communication and maintaining corporate culture.

Directional Marketing Services

TMP Worldwide Directional Marketing is the world’s largest Yellow Pages advertising agency based on gross billings, serving over 2,000 clients with brand-building services across over 7,000 Yellow Pages directories. It focuses on national accounts, leveraging expertise in Yellow Pages advertising and expanding into online advertising and ancillary services like fulfillment centers. Monstermoving (www.monstermoving.com) is part of this segment, offering an online marketplace for relocation information and services. Monstermoving aims to streamline relocation by providing resources for all stages of moving, including real estate listings, mortgage quotes, moving company comparisons, and community information. It is considered a natural extension of Monster’s career services, recognizing that job changes often drive relocation. Monstermoving is marketed to Directional Marketing clients as a cost-effective alternative to Yellow Pages advertising.

Sales and Marketing

Monster Worldwide maintains separate sales and marketing teams for its Monster, Advertising & Communications, and Directional Marketing businesses. The Monster sales force includes Telesales for small to medium clients and Field and Premises for larger clients. A significant portion of the Field and Premises team focuses on the Hourly and Skilled initiative. Sales, marketing, and customer service teams are divided into new business generation and existing client relationship management, incentivized to cross-sell products. Broad media channels, including television, internet, radio, and publications, promote the Monster and Monster Worldwide brands.

Clients

Monster Worldwide serves over 495,000 clients, including approximately 90 of the Fortune 100 and 490 of the Fortune 500 companies, as well as small and medium-sized businesses, government agencies, and educational institutions. No single client accounts for more than 5% of total annual revenue.

Competition

Monster Worldwide operates in highly competitive markets characterized by price pressures and rapid technological changes. Competitors include internet portals, job websites, advertising agencies, media companies, and specialized marketing firms. Many competitors have greater resources. Maintaining clients and attracting new ones depends on service quality, pricing, and reputation.

Intellectual Property

Protecting intellectual property is crucial. Monster Worldwide relies on copyright laws for internet content and trademark laws for brand identifiers. However, internet copyright laws may not provide complete protection. The company also relies on trade secret and copyright laws to protect proprietary technologies, but these may not be fully effective. Patents have been obtained and applied for, but patent protection is not guaranteed. Licensing third-party technology is also necessary, and the availability of licenses is not assured. Policing unauthorized use of intellectual property is challenging, especially internationally.

Government Regulation

As an advertising agency, Monster Worldwide is subject to the Federal Trade Commission Act, which regulates advertising and prohibits deceptive practices. Compliance with this act and other regulations is essential. New or changing regulations could pose compliance challenges and impact business operations.

Employees

As of October 31, 2003, Monster Worldwide employed approximately 4,300 people globally. Employees are not unionized, and employee relations are considered satisfactory.

Underwriters

Under an underwriting agreement, the underwriters listed below, managed by Morgan Stanley & Co. Incorporated, have agreed to purchase shares of common stock.

Name		Number of Shares
Underwriters:
	Morgan Stanley & Co. Incorporated

		Total

The underwriters are offering shares subject to acceptance and prior sale. The underwriting agreement outlines conditions for purchase, including accuracy of representations, absence of adverse changes, and delivery of comfort letters and legal opinions. The underwriters are obligated to purchase all shares if any are purchased.

The underwriters may offer shares to the public at the offering price or to dealers at a discounted price. The offering price and terms may be adjusted.

Monster Worldwide has granted underwriters an option to purchase up to 900,000 additional shares to cover over-allotments, exercisable within 30 days.

Monster Worldwide and its directors and executive officers have agreed to a 90-day lock-up period, restricting the sale or transfer of common stock. Exceptions include sales to underwriters, stock option exercises, and certain acquisitions.

To facilitate the offering, underwriters may engage in stabilization activities, including short sales and open market purchases, which may affect the stock price.

Morgan Stanley & Co. Incorporated and its affiliates have provided and continue to provide investment banking services to Monster Worldwide, including services related to the spin-off.

Monster Worldwide has agreed to indemnify the underwriters against certain liabilities.

Legal Matters

Fulbright & Jaworski L.L.P. will provide legal opinions on the validity of the securities offered. Davis Polk & Wardwell will represent the underwriters.

Independent Certified Public Accountants

BDO Seidman, LLP, independent certified public accountants, audited the consolidated financial statements for 2001 and 2002, incorporated by reference. Unaudited interim financial information has been reviewed but not audited by BDO Seidman, LLP.

Where You Can Find More Information

Monster Worldwide has filed a registration statement with the SEC. This prospectus does not contain all information from the registration statement. Refer to the registration statement and exhibits for more details. Monster Worldwide files reports and other information with the SEC, available at the SEC’s website (http://www.sec.gov) and the SEC Public Reference Room. SEC filings are also available at The Nasdaq National Market office.

Monster Worldwide’s website is www.monsterworldwide.com. Documents filed with the SEC are available free of charge on the website under “Investor Relations—SEC Filings.” Copies are also available from Monster Worldwide’s Investor Relations Department.

Incorporation by Reference

The SEC allows Monster Worldwide to incorporate by reference information filed with the SEC. This prospectus incorporates by reference the documents listed below, including future filings under the Securities Exchange Act of 1934 until the offering is complete.

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

(b) Quarterly Reports on Form 10-Q for quarters ended March 31, 2003, June 30, 2003, and September 30, 2003, as amended.

(d) Current Report on Form 8-K, filed February 13, 2003 (Q4 and FY 2002 results).

(e) Current Report on Form 8-K, filed March 17, 2003 (HH Group Form 10 effective).

(f) Current Report on Form 8-K, filed April 8, 2003 (Tax Information Statement).

(g) Current Report on Form 8-K, filed April 11, 2003 (HH Group spin-off completion).

(h) Current Report on Form 8-K, filed May 1, 2003 (Name and ticker symbol change).

(i) Current Report on Form 8-K, filed August 15, 2003 (Acquisition of QuickHire and Internet Technologies).

(j) Current Report on Form 8-K, filed August 29, 2003 (Ninemsn joint venture termination).

(k) Current Report on Form 8-K, filed October 9, 2003 (Reconciliation of non-GAAP measures, pro forma financials, restatement for HH Group).

(l) Current Report on Form 8-K, filed November 17, 2003 (Restatement for HH Group and Ninemsn as discontinued operations).

Copies of these filings are available at no cost from Monster Worldwide’s Investor Relations Department. Website content is not part of this prospectus. Trademarks and service marks mentioned are the property of Monster Worldwide or third parties.

Image alt text: Financial data table visualizing Monster Worldwide’s revenue and income trends, demonstrating the company’s financial performance and potential for career advancement and economic conversion.

Image alt text: Stock market ticker displaying MNST symbol, representing Monster Worldwide’s stock and its role as a career converter in the financial market.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Estimated expenses for the securities issuance and distribution, excluding underwriting discounts and commissions, are detailed below:

SEC filing fee		$	15,597.00
NASD filing fee		$	19,778.60
Legal fees and expenses		$	200,000.00
Accounting fees and expenses		$	200,000.00
Blue sky expenses and counsel fees		$	15,000.00
Transfer agent and registrar fee		$	75,000.00
Printing and engraving fees		$	200,000.00
Miscellaneous		$	274,624.40

	Total:		$

Item 15. Indemnification of Directors and Officers.

Delaware law and Monster Worldwide’s bylaws and indemnity agreements provide indemnification for directors, officers, and employees within legal limits. Insurance policies also cover losses from wrongful acts or omissions.

Item 16. Exhibits

1.1		Form of Underwriting Agreement.
5.1		Opinion of Fulbright & Jaworski L.L.P.*
15.1		Letter of BDO Seidman, LLP regarding unaudited interim financial information.
23.1		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).*
23.2		Consent of BDO Seidman, LLP.
24.1		Power of Attorney (included on signature page).*

*Previously filed.

Item 17. Undertakings

Indemnification for Securities Act liabilities may be unenforceable as against public policy. Monster Worldwide will submit indemnification claims to court jurisdiction unless precedent controls.

The registrant undertakes that:

(1) Annual report filings will be deemed new registration statements for Securities Act liability purposes.

(2) Rule 430A prospectus information is part of the registration statement at effectiveness.

(3) Post-effective amendments with prospectuses are deemed new registration statements.

SIGNATURES

Pursuant to Securities Act requirements, the registrant certifies meeting Form S-3 filing requirements and has duly signed this registration statement in New York, New York, on November 14, 2003.

MONSTER WORLDWIDE, INC.

By: /s/ ANDREW J. MCKELVEY
Andrew J. McKelvey
Chairman and CEO

Signatures as to capacities and dates:

Name	Title	Date

/s/ ANDREW J. MCKELVEY Andrew J. McKelvey	Chairman, CEO and Director (Principal Executive Officer)	November 14, 2003
/s/ MICHAEL SILECK Michael Sileck	Chief Financial Officer (Principal Financial Officer)	November 14, 2003
/s/ JONATHAN TRUMBULL Jonathan Trumbull	Vice President and Controller (Principal Accounting Officer)	November 14, 2003
George Eisele	Director	November , 2003
* John Gaulding	Director	November 14, 2003
* Michael Kaufman	Director	November 14, 2003
* Ronald Kramer	Director	November 14, 2003

* David Stein		Director		November 14, 2003
* John Swann		Director		November 14, 2003

* By:		/s/ ANDREW J. MCKELVEY Andrew J. McKelvey Attorney-in-fact

EXHIBIT INDEX

Exhibit Number		Exhibit
1.1		Form of Underwriting Agreement.
5.1		Opinion of Fulbright & Jaworski L.L.P.*
15.1		Letter of BDO Seidman, LLP regarding unaudited interim financial information.
23.1		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).*
23.2		Consent of BDO Seidman, LLP.
24.1		Power of Attorney (included on signature page).*